THE GEO GROUP, INC. (NYSE:GEO) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry Into a Material Definitive Agreement. |
On March7, 2017, The GEO Group, Inc. (GEO or the Company) entered
into an underwriting agreement (the Underwriting Agreement) with
J.P. Morgan Securities LLC and SunTrust Robinson Humphrey, Inc.,
as representatives of the several underwriters named therein (the
Underwriters), relating to the issuance and sale of 6,000,000
shares of common stock, par value $0.01 per share, of the Company
(the Offering). The offering price to the public was $41.75 per
share, and the Underwriters agreed to purchase the shares from
the Company to the Underwriting Agreement at a price of $40.0180
per share. In addition, under the terms of the Underwriting
Agreement, the Company granted the Underwriters an option,
exercisable for 30 days, to purchase up to an additional 900,000
shares of common stock. On March8, 2017, the Underwriters
exercised in full their option to purchase the additional 900,000
shares of common stock.
The Underwriting Agreement contains customary representations,
warranties, covenants and agreements by the Company,
indemnification obligations of the Company and the Underwriters,
including for liabilities under the Securities Act of 1933, as
amended, other obligations of the parties and termination
provisions. The representations, warranties and covenants
contained in the Underwriting Agreement were made only for
purposes of such agreement and as of specific dates, were solely
for the benefit of the parties to such agreement, and may be
subject to limitations agreed upon by the contracting parties.
The Offering closed on March13, 2017.
The net proceeds to the Company from the Offering, including
amounts from the Underwriters exercise in full of their option to
purchase the additional 900,000 shares of common stock, were
approximately $275.8million, after deducting underwriting
discounts and commissions and estimated offering expenses payable
by the Company. The Company intends to use the net proceeds from
the Offering to repay amounts outstanding under the revolver
portion of its senior credit facility and for general corporate
purposes.
After giving effect to the issuance of the 6,900,000 shares of
common stock in the Offering, the Company has 82,053,766 shares
of common stock outstanding as of March 13, 2017.
The Offering was made to the Companys effective registration
statement on Form S-3 (File No.333-198729),
previously filed with the Securities and Exchange Commission, and
the prospectus supplement and related prospectus
thereunder.
The Underwriting
Agreement is filed as Exhibit 1.1 to this Current Report on Form
8-K, and the description of the terms of the Underwriting
Agreement is qualified in its entirety by reference to such
exhibit.
A copy of the
legal opinion relating to the legality of the shares of common
stock sold in the Offering is filed herewith as Exhibit 5.1 to
this Current Report on Form 8-K.
Relationships
As more fully
described under the caption Underwriting in the prospectus
supplement, certain of the underwriters and their affiliates have
provided in the past to the Company and its affiliates and may
provide from time to time in the future certain commercial,
banking, financial advisory, investment banking and other
services for the Company and its affiliates in the ordinary
course of their business, for which they have received and may
continue to receive customary fees and commissions. Affiliates of
certain of the underwriters are lenders under GEOs revolving
credit facility and will receive a portion of the proceeds from
the Offering.
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| Section8 | Other Events |
| Item8.01 | Other Events. |
On March7, 2017,
the Company issued a press release announcing the commencement of
the offering. On March8, 2017, the Company issued a press release
announcing the pricing of the offering. On March9, 2017, the
Company issued a press release announcing the Underwriters
exercise of their option to purchase additional shares. On
March13, 2017, the Company issued a press release announcing the
closing of the Offering. The press releases are attached as
Exhibits 99.1, 99.2, 99.3 and 99.4 hereto, respectively, and are
incorporated herein by reference.
| Section9 | Financial Statements and Exhibits |
| Item9.01 | Financial Statements and Exhibits |
| d) | Exhibits | |
| 1.1 |
Underwriting Agreement, dated March7, 2017, among The GEO Group, Inc., J.P. Morgan Securities LLC and SunTrust Robinson Humphrey, Inc. |
|
| 5.1 |
Opinion of Akerman LLP regarding the validity of the common stock being issued. |
|
| 23.1 | Consent of Akerman LLP (included in Exhibit 5.1). | |
| 99.1 |
Press Release, dated March7, 2017, announcing the commencement of the offering. |
|
| 99.2 |
Press Release, dated March8, 2017, announcing the pricing of the offering. |
|
| 99.3 |
Press Release, dated March9, 2017, announcing the Underwriters exercise of their option to purchase additional shares. |
|
| 99.4 |
Press Release, dated March13, 2017, announcing the closing of the offering. |
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About THE GEO GROUP, INC. (NYSE:GEO)
The GEO Group, Inc. is a real estate investment trust (REIT). The Company specializes in the ownership, leasing and management of correctional, detention and re-entry facilities and the provision of community-based services and youth services in the United States, Australia, South Africa and the United Kingdom. The Company operates in four segments: U.S. Corrections & Detention, GEO Care, International Services, and Facility Construction & Design. The Company owns, leases and operates a range of correctional and detention facilities including maximum, medium and minimum security prisons, immigration detention centers, minimum security detention centers, as well as community based reentry facilities, and offers delivery of offender rehabilitation services under its GEO Continuum of Care platform. The GEO Continuum of Care program integrates in-prison programs, which include cognitive behavioral treatment and post-release services. THE GEO GROUP, INC. (NYSE:GEO) Recent Trading Information
THE GEO GROUP, INC. (NYSE:GEO) closed its last trading session up +1.24 at 44.86 with 1,037,253 shares trading hands.